Common use of Nature of Purchaser Clause in Contracts

Nature of Purchaser. (a) Such Purchaser represents and warrants to the Company that, (i)(A) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act, or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or, in the case of an Purchaser that is a non-U.S. Purchaser, is an entity acting on its own account that in the aggregate owns and invests on a discretionary basis at least $100 million of securities of issuers that are not affiliated with such Purchaser, (iii) it will execute and deliver to the Company at Closing the Investor Questionnaire, which such Investor represents and warrants will be true, correct and complete and (iv) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. (b) Such Purchaser and its Representatives have been furnished with materials relating to the business, finances and operations of the Company and relating to the offer and sale of the Purchased Shares that have been requested by such Purchaser or its Representatives. Such Purchaser and its Representatives has been afforded the opportunity to ask questions of the Company or its Representatives and all such questions have been answered to the Purchaser’s and its Representatives’ satisfaction. Such Purchaser understands and acknowledges that its purchase of the Purchased Shares involves a high degree of risk and uncertainty. Such Purchaser has sought such accounting, legal, financial and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased Shares.

Nature of Purchaser. (a) Such Purchaser represents and warrants to the Company that, (i)(Aa) it is (1) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (2) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act, or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or, in the case of an Purchaser that is a non-U.S. Purchaser, is an entity acting on purchasing Preferred Stock for its own account that in the aggregate owns and invests on a discretionary basis at least $100 million of securities of issuers that are not affiliated with such Purchaser, (iiior accounts managed by it) it will execute and deliver to the Company at Closing the Investor Questionnaire, which such Investor represents and warrants will be true, correct and complete and (ivb) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. (b) Such Purchaser and or its Representatives have been furnished with materials relating to the business, finances and operations of the Company and relating to the offer and sale of the Purchased Shares that have been requested by such Purchaser. Such Purchaser or its Representatives. Such Purchaser and its Representatives has or have been afforded the full opportunity to ask questions of and receive answers from the Company or its Representatives and all such questions have been answered no statement or printed material which is contrary to the Company SEC Documents has been made or given to the purchaser by or on behalf of the Company. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchaser or its Representatives shall modify, amend or affect such Purchaser’s right (i) to rely on the Company’s representations and its Representatives’ satisfactionwarranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such Purchaser understands and acknowledges that its purchase of the Purchased Shares involves a high degree of risk and uncertainty. Such Purchaser has sought such accounting, legal, financial legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased Shares.

Nature of Purchaser. (a) Such The Purchaser represents and warrants to the Company that, (i)(Aa) it is (1) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (2) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act, or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or, in the case of an Purchaser that is a non-U.S. Purchaser, is an entity acting on purchasing Series D Preferred Stock for its own account that in the aggregate owns and invests on a discretionary basis at least $100 million of securities of issuers that are not affiliated with such Purchaser, (iiior accounts managed by it) it will execute and deliver to the Company at Closing the Investor Questionnaire, which such Investor represents and warrants will be true, correct and complete and (ivb) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares and the Exchange Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. (b) Such The Purchaser and or its Representatives have been furnished with materials relating to the business, finances and operations of the Company and relating to the offer and sale of the Purchased Shares and the issuance of the Exchange Shares that have been requested by such the Purchaser. The Purchaser or its Representatives. Such Purchaser and its Representatives has or have been afforded the full opportunity to ask questions of and receive answers from the Company or its Representatives and all no statement or printed material which is contrary to the Company SEC Documents has been made or given to the purchaser by or on behalf of the Company. Neither such questions have been answered to inquiries nor any other due diligence investigations conducted at any time by the Purchaser or its Representatives shall modify, amend or affect the Purchaser’s right (i) to rely on the Company’s representations and its Representatives’ satisfactionwarranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such The Purchaser understands and acknowledges that its purchase of the Purchased Shares and exchange for the Exchange Shares involves a high degree of risk and uncertainty. Such The Purchaser has sought such accounting, legal, financial legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased Shares and the Exchange Shares.

Nature of Purchaser. (a) Such The Purchaser represents and warrants to the Company that, (i)(Aa) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act, or (B) a “qualified institutional buyer” buyer within the meaning of Rule 144A under the Securities Act oror it is person other than a U.S. person in reliance upon, and is in compliance with and will continue to comply with, the case provision of an Purchaser that is a non-U.S. Purchaser, is an entity acting on its own account that in Regulation S under the aggregate owns and invests on a discretionary basis at least $100 million of securities of issuers that are not affiliated with such Purchaser, (iii) it will execute and deliver to the Company at Closing the Investor Questionnaire, which such Investor represents and warrants will be true, correct and complete Securities Act and (ivb) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased SharesSecurities, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. Such Purchaser has consulted its own counsel, including tax counsel, on all aspects of the Purchased Securities and has done its own due diligence to its satisfaction. (b) Such The Purchaser and or its Representatives have been furnished with materials relating to the business, finances and operations of the Company and Initial Guarantor and relating to the offer and sale of the Purchased Shares Securities that have been requested by such the Purchaser. The Purchaser or its Representatives. Such Purchaser and its Representatives has been afforded the opportunity to ask questions of the Company Company, the Initial Guarantor or their Representatives. Neither such inquiries nor any other due diligence investigations conducted at any time by the Purchaser or its Representatives and all such questions have been answered to shall modify, amend or affect the Purchaser’s right (i) to rely on the Company’s representations and its Representatives’ satisfactionwarranties contained in Article IV above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such The Purchaser understands and acknowledges that its purchase of the Purchased Shares Securities involves a high degree of risk and uncertainty. Such The Purchaser has sought such accounting, legal, financial legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased SharesSecurities.

Nature of Purchaser. (a) Such Purchaser represents and warrants to the Company that, (i)(Aa) it is (1) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (2) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act, or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or, in the case of an Purchaser that is a non-U.S. Purchaser, is an entity acting on purchasing Common Stock for its own account that in the aggregate owns and invests on a discretionary basis at least $100 million of securities of issuers that are not affiliated with such Purchaser, (iiior accounts managed by it) it will execute and deliver to the Company at Closing the Investor Questionnaire, which such Investor represents and warrants will be true, correct and complete and (ivb) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. (b) Such Purchaser and or its Representatives have been furnished with materials relating to the business, finances and operations of the Company and relating to the offer and sale of the Purchased Shares that have been requested by such Purchaser. Such Purchaser or its Representatives. Such Purchaser and its Representatives has or have been afforded the full opportunity to ask questions of and receive answers from the Company or its Representatives and all such questions have been answered no statement or printed material which is contrary to the Company SEC Documents has been made or given to the purchaser by or on behalf of the Company. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchaser or its Representatives shall modify, amend or affect such Purchaser’s right (i) to rely on the Company’s representations and its Representatives’ satisfactionwarranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such Purchaser understands and acknowledges that its purchase of the Purchased Shares involves a high degree of risk and uncertainty. Such Purchaser has sought such accounting, legal, financial legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased Shares.

Nature of Purchaser. (a) Such The Purchaser represents and warrants to the Company that, (i)(Aa) it is (1) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (2) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act, or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or, in the case of an Purchaser that is a non-U.S. Purchaser, is an entity acting on acquiring Series H Preferred Stock for its own account that in the aggregate owns and invests on a discretionary basis at least $100 million of securities of issuers that are not affiliated with such Purchaser, (iiior accounts managed by it) it will execute and deliver to the Company at Closing the Investor Questionnaire, which such Investor represents and warrants will be true, correct and complete and (ivb) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Exchange Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. (b) Such The Purchaser and or its Representatives have been furnished with materials relating to the business, finances and operations of the Company and relating to the offer and sale issuance of the Purchased Exchange Shares that have been requested by such the Purchaser. The Purchaser or its Representatives. Such Purchaser and its Representatives has or have been afforded the full opportunity to ask questions of and receive answers from the Company or its Representatives and all no statement or printed material which is contrary to the Company SEC Documents has been made or given to the Purchaser by or on behalf of the Company. Neither such questions have been answered to inquiries nor any other due diligence investigations conducted at any time by the Purchaser or its Representatives shall modify, amend or affect the Purchaser’s right (i) to rely on the Company’s representations and its Representatives’ satisfactionwarranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such The Purchaser understands and acknowledges that its purchase of investment in the Purchased Exchange Shares involves a high degree of risk and uncertainty. Such The Purchaser has sought such accounting, legal, financial legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased Exchange Shares.